0001493152-24-008590.txt : 20240301 0001493152-24-008590.hdr.sgml : 20240301 20240301171841 ACCESSION NUMBER: 0001493152-24-008590 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240229 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Suh Ndamukong CENTRAL INDEX KEY: 0001664247 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36366 FILM NUMBER: 24711612 MAIL ADDRESS: STREET 1: C/O BALLANTYNE STRONG, INC. STREET 2: 13710 FNB PARKWAY, SUITE 400 CITY: OMAHA STATE: NE ZIP: 68154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fundamental Global Inc. CENTRAL INDEX KEY: 0001591890 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] ORGANIZATION NAME: 02 Finance IRS NUMBER: 461119100 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 104 S. WALNUT STREET STREET 2: UNIT 1A CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: (847)-773-1665 MAIL ADDRESS: STREET 1: 104 S. WALNUT STREET STREET 2: UNIT 1A CITY: ITASCA STATE: IL ZIP: 60143 FORMER COMPANY: FORMER CONFORMED NAME: FG Financial Group, Inc. DATE OF NAME CHANGE: 20201214 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Property Insurance Holdings, Inc. DATE OF NAME CHANGE: 20131113 4 1 ownership.xml X0508 4 2024-02-29 0 0001591890 Fundamental Global Inc. FGF 0001664247 Suh Ndamukong C/O FUNDAMENTAL GLOBAL INC. 108 GATEWAY BLVD., SUITE 204 MOORESVILLE NC 28117 1 0 0 0 0 Common Stock 2024-02-29 4 A 0 112279 A 112279 D Common Stock 2024-02-29 4 A 0 20833 A 133112 D On January 3, 2024, Fundamental Global Inc. (f/k/a FG Financial Group, Inc., the "Parent"), FG Group LLC (the "Acquiror"), and FG Group Holdings Inc. (the "Company") entered into a Plan of Merger (the "Merger Agreement"), pursuant to which the Company merged with and into the Acquiror, with the Acquiror surviving the merger as a wholly owned subsidiary of the Parent (the "Merger"). On February 29, 2024, at approximately 4:05 PM Eastern time, the effective time of the Merger (the "Effective Time"), all of the outstanding shares of common stock of the Company ("Company Common Stock") were converted into shares of common stock of the Parent ("Parent Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement. Received in the Merger in exchange for an equal number of shares of Company Common Stock. Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") equal to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date. /s/ Ndamukong Suh 2024-03-01